Exhibit
10.3


 


Employment Agreement


Kirk
Isaacson


 


In
consideration of the mutual covenants and conditions contained herein, the
parties intending to be legally bound, agree as follows:


 


Section 1


Employment


 


Employment
– The Company hereby employs Kirk Isaacson “Employee” as Vice President and
General Counsel and Corporate Secretary of SSA Acquisition Corporation the
“Company”, subject to the terms and conditions set forth below.


 


Term
– Except as otherwise provided herein, this Agreement remain in effect for a
period of one from the date hereof (the “Initial Term), and shall, subject to
termination in accordance with the terms hereof, be automatically renewed for
successive one year period(s) (“Renewal Term”).


 


Section 2


Compensation and Benefits


 


Compensation – As compensation for Employee’s
services Employee will receive


Base
Salary @ $260,000 payable in semi-monthly installments


Bonus
@ $20,000 payable quarterly. The Bonus component will be defined with specific
non-financial objectives within the next 30 days. Effective January 31,
2001 the Bonus will be redefined to include a Company profitability component.


Equity
– To be determined subject to Board Approval.


Benefits
- Employee will be eligible to participate in all Company benefit plans on the
same terms as any other employee. 


Note: All Compensation Plans require Board Approval


 


Duties
– Employee will devote his full business time and attention and best efforts to
the affairs of the Company and Employee shall not engage in any other business
duties or pursuits or render any services of a professional nature to any other
entity or person, without the prior written consent of the Company.


 


Section 3


Termination


 


Termination
for Cause – The Company shall have the right at any time, exercisable upon 10
days’ written notice, to terminate Employee’s employment for “Cause”. “Cause
shall mean (1) gross negligence or willful misconduct by Employee in the
performance of Employee’s obligations hereunder, (2) material breach of any
provision of this Agreement and, if such breach is susceptible to cure, such
breach is not cured within 10 days of written notice to Employee, (3) felony
conviction, (4) fraud, embezzlement or any other illegal or wrongful conduct
substantially detrimental to the Company, (5) intentionally imparting material
confidential information relating to the Company other than in the course of
Employee’s duties. (6) violation of the conditions detailed in the Authority
Matix. Upon termination for Cause, Employee shall be entitled to receive Base Salary,
unpaid accrued vacation and benefits through the effective date of the
termination. No other payments or compensation of any kind will be paid.


 


Resignation
– Employee may resign and terminate his employment at any time by giving 30
days’ written notice. Employee will receive the same payment as outlined in
Termination for Cause.


 


Termination
Due to Death or Disability – This agreement shall automatically terminate upon
Employee’s death. In addition, if Employee is unable to perform his duties by
reason of any mental or physical


 

















 


disability
or incapacity for a period of 90 consecutive days, the Company may terminate
his employment upon 30 days’ written notice. Employee will receive the same
payment as outlined in Termination for Cause except as otherwise provided under
the Company’s Disability plan.


 


Termination
Without Cause; Resignation With Good Reason – The Company shall have the right,
exercisable upon 10 days’ prior written notice, to terminate Employee’s
employment under this Agreement for any reason or for no reason, at any time.
The Employee shall have the right, exercisable upon 10 days’ prior written
notice, to terminate his employment under this Agreement for “ Good Reason”.
“Good Reason” shall mean any of the following actions by the Company: (1)
material reduction in Employee’s title or responsibilities, (2) material breach
by the Company of any provision of this Agreement, and (3) requiring Employee
to be based outside of Illinois, if such breach is susceptible to cure, such
breach is not cured within 10 days of written notice to the Company. If
Employee is terminated without Cause or resigns with Good Reason prior to the
end of the Initial Term, Employee will be entitled to receive base salary,
unpaid accrued vacation and benefits for 12 months and no other payments of any
kind. If Employee is terminated without Cause or resigns with Good Reason
during any Renewal Term, Employee will be entitled to receive the same payment
as outlined.


 


Section 4


Certain Agreements


 


Confidentiality
– Employee acknowledges that the Company owns and will own and has developed
and will develop proprietary information concerning its business and its
customers and clients (“Proprietary Information”). Such Proprietary Information
includes, among other things, trade secrets, financial information, product
plans, customer lists, marketing plans, systems, manuals, training materials,
forecasts, inventions, improvements, ideas, know-how and other intellectual
property. Employee shall, at all times, both during employment by the Company
and thereafter, keep all Proprietary Information in confidence and trust and
will not use or disclose any Proprietary Information without the written
consent of the Company, except as necessary in the ordinary course of
Employee’s duties. Employee shall keep the terms of this Agreement in
confidence and trust and shall not disclose such terms.


 


Company
Property –Employee recognizes that all Proprietary Information, however stored
or memorialized, and all identification cards, keys, access codes, marketing
materials, documents, records and other equipment or property which the Company
provides are the sole property of the Company. Upon termination Employee shall
(1) refrain from taking any such property from the Company’s premises and (2) return
any property in Employee’s possession.


 


Assignment
of Inventions to the Company – Employee will promptly disclose to the Company
all improvements, inventions, formulas, ideas, works of authorship, processes,
computer programs, know-how and trade secrets developed, whether or not
patentable, made or conceived or reduced to practice or developed by Employee,
either alone or jointly with others, during his employment or using the
Company’s equipment, supplies, facilities or trade secret information (collectively,
“Inventions”). All Inventions, and other intellectual property rights shall be
the sole property of the Company and shall be “works made for hire.” Employee
hereby assigns to the Company any rights Employee may have or acquire in all
Inventions and agrees to perform, during and after employment with the Company,
at the Company’s expense, all acts reasonably necessary by the Company in
obtaining and enforcing intellectual property rights with respect to such
Inventions. Employee hereby irrevocably appoints the Company and its officers
and agents as Employee’s attorney-in-fact to act for and in Employee’s name and
stead with respect to such Inventions.


 


Non-Solicitation
of Other Employees and Agents – For a period of 18 months after termination
hereof, Employee will not encourage, solicit, induce, or attempt to encourage,
solicit or induce any other employee or any independent contractor, agent or
representative of the Company to leave his/her employment or terminate his/her
relationship with the Company. In addition for a period of 18 months after
termination hereof, Employee will not hire or attempt to hire any person who is
an employee, contractor, agent or representative of the Company at such time or
who has been an employee, contractor, agent or representative of the Company at
any time within six months preceding such time.


 


2

















 


Non-Solicitation
of Customer, Clients, and Suppliers. For a period of 18 months after
termination hereof, Employee will not, directly or indirectly, (1) solicit,
divert or attempt to solicit or divert, on behalf of any other business
competitive with the Company, any customer or client of the Company, or any
prospective customer or client of the Company, at the time of, or within one
year prior to, termination hereof, or (2) interfere with any business
relationship between the Company and any business which supplies products or
services to the Company.


 


Covenant
Not to Compete – For a period of 18 months after termination hereof, Employee
will not own, manage, participate in, become employed by or be connected in any
manner with any business that competes with the Company in the development,
production, marketing or servicing of any service or product (1) with which
Employee was involved in the course of Employee’s employment or (2) of which
Employee has gained knowledge in the course of Employee’s employment. Employee
acknowledges that the Company conducts or will conduct its operations
throughout the United States and worldwide and that Employee therefore shall
not, during the period specified above, engage in such competitive conduct
anywhere in the world. Notwithstanding the foregoing, Employee may beneficially
own publicly traded securities representing not more than 2% of any business
that competes with the Company.


 


Remedies
– Employee recognizes that irreparable harm would result from any breach by
Employee of the covenants in this Section 4 and that monetary damages
alone would not provide adequate relief, and therefore, Employee acknowledges
that in such case injunctive relief is proper, in addition to any other relief
the Company may seek. In the event the Company brings an action to enforce any
provision of this Article 4, the non-prevailing party shall pay to the prevailing
party all costs and expenses, including attorneys’ fees, which the prevailing
party incurs in such action.


 


Section 5


Miscellaneous Provisions


 


Severability
– The parties agree that it is not their intention to violate any public policy
or statutory or common law. If any provision of this Agreement, or the
application of any such provision to any person or circumstance, shall be
judicially declared to be invalid, unenforceable, void or voidable, such
decision will not have the effect of invalidating, voiding or rendering
voidable the remainder of this Agreement.


 


Governing
Law – This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of California without regard to its
principles of conflicts of laws.


 


Employee
has read this Agreement carefully and understands and accepts the obligations
which it imposes upon Employee without reservation. No other promises or
representations have been made to Employee to induce Employee to sign this
Agreement. Employee is signing this Agreement voluntarily and freely.


 


	
  COMPANY:

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
  SSA
  Acquisition Corporation

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  ILLEGIBLE

  	
   

  	
   /s/ KIRK ISAACSON

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  VP HR

  	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
  8/9/00